Original Text: software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li
Predicted Risk Level:High
Predicted Risk Category: Intellectual Property
Risk Explanation
* **Why this text was classified as High risk:**
* The contract involves the licensing of software, which is a valuable intellectual property asset.
* The agreement includes restrictions on the use, modification, and distribution of the software, which can be a point of contention between the parties.
* The agreement also includes provisions for technical support and payment, which can be subject to interpretation and potential disputes.
* **The specific clauses or phrases that contributed to this risk level:**
* "non-exclusive, non-transferable, revocable license" (Section 1.1) - this phrase indicates that the licensor retains significant control over the software and can revoke the license at any time.
* "restrictions" (Section 1.2) - this section outlines specific limitations on the licensee's use of the software, which can be a point of contention.
* "reverse engineer, decompile, or disassemble the software" (Section 1.2(c)) - this phrase highlights the licensor's desire to protect its intellectual property and may be subject to interpretation.
* "reasonable technical support" (Section 2.2) - this phrase may be subject to interpretation and could lead to disputes between the parties.
* **The implications of this risk category (Intellectual Property):**
* **Potential for disputes:** The agreement's restrictions on software use and modification may lead to disputes between the parties.
* **Protection of intellectual property:** The licensor's desire to protect its intellectual property may lead to restrictions on the licensee's use of the software.
* **Liability for infringement:** The licensee may be liable for any infringement of the licensor's intellectual property rights.
* **Termination of agreement:** The licensor's ability to revoke the license may lead to termination of the agreement and potential losses for the licensee.
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software license agreement this software license agreement
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( the " agreement " )
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is made and
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entered into as of
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march 21 ,
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2025 ( the " effective date " )
-0.011
,
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by and between
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stratumsoft inc .
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,
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a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza ,
-0.001 / 2
austin ,
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tx 78701 ( " licensor " ) ,
-0.011 / 5
and brightpath enterprises ,
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a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street , albany ,
-0.027 / 11
ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party "
-0.004 / 7
and collectively as the " parties .
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" whereas , licensor has developed
0.033 / 11
and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
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use the software for its business operations ,
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and licensor agrees to grant such
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a license under the terms herein ; now ,
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therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee shall not :
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( a )
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copy ,
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distribute
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,
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sublicense ,
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or sell the software ; ( b ) modify ,
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adapt ,
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or create derivative works from
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the software ; ( c )
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reverse engineer ,
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decompile ,
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or disassemble the software ,
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except as permitted by law ; or ( d )
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use the software for
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any unlawful purpose .
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2 . delivery and support 2 .
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1 delivery .
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licensor shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 .
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2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule ,
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if applicable .
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3 . fees and payment 3 .
-0.01 / 4
1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and
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50 % within sixty ( 60 ) days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
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software license agreement this software license agreement
-0.013 / 6
( the " agreement " )
-0.012 / 3
is made and
-0.003 / 4
entered into as of
-0.009 / 3
march 21 ,
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2025 ( the " effective date " )
-0.011
,
-0.001 / 3
by and between
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stratumsoft inc .
-0.002
,
0.007 / 9
a corporation incorporated under the laws of texas ,
0.006 / 11
with its principal office located at 789 tech plaza ,
-0.001 / 2
austin ,
-0.008 / 12
tx 78701 ( " licensor " ) ,
-0.011 / 5
and brightpath enterprises ,
-0.015 / 10
a corporation incorporated under the laws of new york ,
-0.021 / 12
with its principal office located at 321 commerce street , albany ,
-0.027 / 11
ny 12207 ( " licensee " ) .
0.003 / 15
licensor and licensee are referred to individually as a " party "
-0.004 / 7
and collectively as the " parties .
0.026 / 8
" whereas , licensor has developed
0.033 / 11
and owns a software product known as flowmatrix ,
0.007 / 7
a workflow management and automation tool
0.004 / 10
( the " software " ) ; and whereas ,
0.026 / 8
licensee wishes to obtain a license to
0.043 / 8
use the software for its business operations ,
0.032 / 8
and licensor agrees to grant such
0.032 / 10
a license under the terms herein ; now ,
0.011 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
-0.003 / 5
licensee shall not :
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( a )
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copy ,
0.008
distribute
0.018
,
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sublicense ,
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or sell the software ; ( b ) modify ,
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adapt ,
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or create derivative works from
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the software ; ( c )
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reverse engineer ,
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decompile ,
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or disassemble the software ,
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except as permitted by law ; or ( d )
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use the software for
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any unlawful purpose .
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2 . delivery and support 2 .
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1 delivery .
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licensor shall deliver the software
-0.011 / 18
and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
-0.01 / 2
2 .
-0.013 / 3
2 support .
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licensor shall provide reasonable technical
-0.006 / 8
support for the software during the term ,
-0.01 / 8
as detailed in a separate support schedule ,
-0.005 / 3
if applicable .
-0.011 / 7
3 . fees and payment 3 .
-0.01 / 4
1 license fee .
-0.048 / 14
licensee shall pay licensor a license fee of $ 75 ,
-0.024 / 10
000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and
0.014 / 13
50 % within sixty ( 60 ) days of the effective date .
-0.014 / 5
3 . 2 taxes .
-0.03 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
0.001 / 8
software license agreement this software license agreement
0.0 / 6
( the " agreement " )
0.0 / 3
is made and
0.001 / 4
entered into as of
0.001 / 3
march 21 ,
0.0 / 9
2025 ( the " effective date " )
0.0
,
0.0 / 3
by and between
0.0 / 6
stratumsoft inc .
0.0
,
0.0 / 9
a corporation incorporated under the laws of texas ,
0.0 / 11
with its principal office located at 789 tech plaza ,
0.0 / 2
austin ,
0.0 / 12
tx 78701 ( " licensor " ) ,
0.0 / 5
and brightpath enterprises ,
0.0 / 10
a corporation incorporated under the laws of new york ,
0.0 / 12
with its principal office located at 321 commerce street , albany ,
0.0 / 11
ny 12207 ( " licensee " ) .
-0.007 / 15
licensor and licensee are referred to individually as a " party "
0.0 / 7
and collectively as the " parties .
-0.028 / 8
" whereas , licensor has developed
-0.035 / 11
and owns a software product known as flowmatrix ,
-0.024 / 7
a workflow management and automation tool
-0.019 / 10
( the " software " ) ; and whereas ,
-0.017 / 8
licensee wishes to obtain a license to
-0.032 / 8
use the software for its business operations ,
-0.028 / 8
and licensor agrees to grant such
-0.03 / 10
a license under the terms herein ; now ,
-0.012 / 23
therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 .
-0.015 / 8
grant of license 1 . 1 license .
-0.026 / 16
licensor grants licensee a non - exclusive , non - transferable ,
-0.103 / 11
revocable license to install and use the software on
-0.08 / 12
licensee ’ s internal systems solely for its business purposes ,
-0.031 / 17
in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
-0.015 / 10
licensee shall not : ( a ) copy ,
-0.031 / 6
distribute , sublicense ,
-0.021 / 10
or sell the software ; ( b ) modify ,
-0.026 / 2
adapt ,
-0.027 / 5
or create derivative works from
-0.028 / 9
the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble the software ,
-0.014 / 10
except as permitted by law ; or ( d )
-0.025 / 4
use the software for
-0.038 / 4
any unlawful purpose .
-0.01 / 10
2 . delivery and support 2 . 1 delivery .
-0.025 / 7
licensor shall deliver the software
-0.025 / 18
and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
-0.0 / 2
2 .
-0.0 / 3
2 support .
-0.021 / 7
licensor shall provide reasonable technical
-0.03 / 8
support for the software during the term ,
-0.018 / 11
as detailed in a separate support schedule , if applicable .
-0.005 / 7
3 . fees and payment 3 .
-0.005 / 4
1 license fee .
-0.024 / 14
licensee shall pay licensor a license fee of $ 75 ,
-0.017 / 10
000 usd ( the " license fee " ) ,
-0.015 / 13
payable as follows : 50 % upon execution of this agreement and
-0.014 / 13
50 % within sixty ( 60 ) days of the effective date .
-0.015 / 5
3 . 2 taxes .
-0.031 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
0.001 / 8
software license agreement this software license agreement
0.0 / 6
( the " agreement " )
0.0 / 3
is made and
0.001 / 4
entered into as of
0.001 / 3
march 21 ,
0.0 / 9
2025 ( the " effective date " )
0.0
,
0.0 / 3
by and between
0.0 / 6
stratumsoft inc .
0.0
,
0.0 / 9
a corporation incorporated under the laws of texas ,
0.0 / 11
with its principal office located at 789 tech plaza ,
0.0 / 2
austin ,
0.0 / 12
tx 78701 ( " licensor " ) ,
0.0 / 5
and brightpath enterprises ,
0.0 / 10
a corporation incorporated under the laws of new york ,
0.0 / 12
with its principal office located at 321 commerce street , albany ,
0.0 / 11
ny 12207 ( " licensee " ) .
-0.007 / 15
licensor and licensee are referred to individually as a " party "
0.0 / 7
and collectively as the " parties .
-0.028 / 8
" whereas , licensor has developed
-0.035 / 11
and owns a software product known as flowmatrix ,
-0.024 / 7
a workflow management and automation tool
-0.019 / 10
( the " software " ) ; and whereas ,
-0.017 / 8
licensee wishes to obtain a license to
-0.032 / 8
use the software for its business operations ,
-0.028 / 8
and licensor agrees to grant such
-0.03 / 10
a license under the terms herein ; now ,
-0.012 / 23
therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 .
-0.015 / 8
grant of license 1 . 1 license .
-0.026 / 16
licensor grants licensee a non - exclusive , non - transferable ,
-0.103 / 11
revocable license to install and use the software on
-0.08 / 12
licensee ’ s internal systems solely for its business purposes ,
-0.031 / 17
in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
-0.015 / 10
licensee shall not : ( a ) copy ,
-0.031 / 6
distribute , sublicense ,
-0.021 / 10
or sell the software ; ( b ) modify ,
-0.026 / 2
adapt ,
-0.027 / 5
or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble the software ,
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except as permitted by law ; or ( d )
-0.025 / 4
use the software for
-0.038 / 4
any unlawful purpose .
-0.01 / 10
2 . delivery and support 2 . 1 delivery .
-0.025 / 7
licensor shall deliver the software
-0.025 / 18
and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
-0.0 / 2
2 .
-0.0 / 3
2 support .
-0.021 / 7
licensor shall provide reasonable technical
-0.03 / 8
support for the software during the term ,
-0.018 / 11
as detailed in a separate support schedule , if applicable .
-0.005 / 7
3 . fees and payment 3 .
-0.005 / 4
1 license fee .
-0.024 / 14
licensee shall pay licensor a license fee of $ 75 ,
-0.017 / 10
000 usd ( the " license fee " ) ,
-0.015 / 13
payable as follows : 50 % upon execution of this agreement and
-0.014 / 13
50 % within sixty ( 60 ) days of the effective date .
-0.015 / 5
3 . 2 taxes .
-0.031 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
0.011 / 8
software license agreement this software license agreement
0.012 / 6
( the " agreement " )
0.012 / 3
is made and
0.002 / 4
entered into as of
0.009 / 3
march 21 ,
-0.001 / 9
2025 ( the " effective date " )
0.011
,
0.001 / 3
by and between
-0.01 / 6
stratumsoft inc .
0.002
,
-0.007 / 9
a corporation incorporated under the laws of texas ,
-0.006 / 11
with its principal office located at 789 tech plaza ,
0.001 / 2
austin ,
0.008 / 12
tx 78701 ( " licensor " ) ,
0.011 / 5
and brightpath enterprises ,
0.015 / 10
a corporation incorporated under the laws of new york ,
0.02 / 12
with its principal office located at 321 commerce street , albany ,
0.026 / 11
ny 12207 ( " licensee " ) .
0.004 / 15
licensor and licensee are referred to individually as a " party "
0.004 / 7
and collectively as the " parties .
0.002 / 8
" whereas , licensor has developed
0.002 / 11
and owns a software product known as flowmatrix ,
0.017 / 7
a workflow management and automation tool
0.014 / 10
( the " software " ) ; and whereas ,
-0.01 / 8
licensee wishes to obtain a license to
-0.011 / 8
use the software for its business operations ,
-0.004 / 8
and licensor agrees to grant such
-0.003 / 10
a license under the terms herein ; now ,
-0.004 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
-0.009 / 8
the parties agree as follows : 1 .
0.012 / 8
grant of license 1 . 1 license .
0.022 / 16
licensor grants licensee a non - exclusive , non - transferable ,
0.026 / 11
revocable license to install and use the software on
0.019 / 12
licensee ’ s internal systems solely for its business purposes ,
0.029 / 17
in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
0.01 / 5
licensee shall not :
0.013 / 3
( a )
0.012 / 2
copy ,
-0.0
distribute
-0.01
,
-0.001 / 4
sublicense ,
0.002 / 10
or sell the software ; ( b ) modify ,
0.004 / 2
adapt ,
-0.062 / 5
or create derivative works from
-0.022 / 6
the software ; ( c )
-0.031 / 3
reverse engineer ,
-0.013 / 4
decompile ,
-0.03 / 8
or disassemble the software ,
-0.017 / 10
except as permitted by law ; or ( d )
-0.032 / 4
use the software for
-0.137 / 4
any unlawful purpose .
0.015 / 7
2 . delivery and support 2 .
0.008 / 3
1 delivery .
0.026 / 7
licensor shall deliver the software
0.035 / 18
and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
0.011 / 2
2 .
0.013 / 3
2 support .
0.027 / 7
licensor shall provide reasonable technical
0.035 / 8
support for the software during the term ,
0.019 / 8
as detailed in a separate support schedule ,
0.014 / 3
if applicable .
0.016 / 7
3 . fees and payment 3 .
0.015 / 4
1 license fee .
0.073 / 14
licensee shall pay licensor a license fee of $ 75 ,
0.041 / 10
000 usd ( the " license fee " ) ,
-0.001 / 13
payable as follows : 50 % upon execution of this agreement and
-0.0 / 13
50 % within sixty ( 60 ) days of the effective date .
0.029 / 5
3 . 2 taxes .
0.061 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
0.011 / 8
software license agreement this software license agreement
0.012 / 6
( the " agreement " )
0.012 / 3
is made and
0.002 / 4
entered into as of
0.009 / 3
march 21 ,
-0.001 / 9
2025 ( the " effective date " )
0.011
,
0.001 / 3
by and between
-0.01 / 6
stratumsoft inc .
0.002
,
-0.007 / 9
a corporation incorporated under the laws of texas ,
-0.006 / 11
with its principal office located at 789 tech plaza ,
0.001 / 2
austin ,
0.008 / 12
tx 78701 ( " licensor " ) ,
0.011 / 5
and brightpath enterprises ,
0.015 / 10
a corporation incorporated under the laws of new york ,
0.02 / 12
with its principal office located at 321 commerce street , albany ,
0.026 / 11
ny 12207 ( " licensee " ) .
0.004 / 15
licensor and licensee are referred to individually as a " party "
0.004 / 7
and collectively as the " parties .
0.002 / 8
" whereas , licensor has developed
0.002 / 11
and owns a software product known as flowmatrix ,
0.017 / 7
a workflow management and automation tool
0.014 / 10
( the " software " ) ; and whereas ,
-0.01 / 8
licensee wishes to obtain a license to
-0.011 / 8
use the software for its business operations ,
-0.004 / 8
and licensor agrees to grant such
-0.003 / 10
a license under the terms herein ; now ,
-0.004 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
-0.009 / 8
the parties agree as follows : 1 .
0.012 / 8
grant of license 1 . 1 license .
0.022 / 16
licensor grants licensee a non - exclusive , non - transferable ,
0.026 / 11
revocable license to install and use the software on
0.019 / 12
licensee ’ s internal systems solely for its business purposes ,
0.029 / 17
in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
0.01 / 5
licensee shall not :
0.013 / 3
( a )
0.012 / 2
copy ,
-0.0
distribute
-0.01
,
-0.001 / 4
sublicense ,
0.002 / 10
or sell the software ; ( b ) modify ,
0.004 / 2
adapt ,
-0.062 / 5
or create derivative works from
-0.022 / 6
the software ; ( c )
-0.031 / 3
reverse engineer ,
-0.013 / 4
decompile ,
-0.03 / 8
or disassemble the software ,
-0.017 / 10
except as permitted by law ; or ( d )
-0.032 / 4
use the software for
-0.137 / 4
any unlawful purpose .
0.015 / 7
2 . delivery and support 2 .
0.008 / 3
1 delivery .
0.026 / 7
licensor shall deliver the software
0.035 / 18
and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
0.011 / 2
2 .
0.013 / 3
2 support .
0.027 / 7
licensor shall provide reasonable technical
0.035 / 8
support for the software during the term ,
0.019 / 8
as detailed in a separate support schedule ,
0.014 / 3
if applicable .
0.016 / 7
3 . fees and payment 3 .
0.015 / 4
1 license fee .
0.073 / 14
licensee shall pay licensor a license fee of $ 75 ,
0.041 / 10
000 usd ( the " license fee " ) ,
-0.001 / 13
payable as follows : 50 % upon execution of this agreement and
-0.0 / 13
50 % within sixty ( 60 ) days of the effective date .
0.029 / 5
3 . 2 taxes .
0.061 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
Chunk 2
Original Text: ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within
Predicted Risk Level:High
Predicted Risk Category: Regulatory Compliance
Risk Explanation
* **Why this text was classified as High risk**:
* The contract involves significant financial obligations, including a license fee of $75,000 USD.
* It deals with intellectual property rights, data ownership, and usage, which are critical and sensitive aspects.
* The agreement outlines strict restrictions on the use of the software, which, if breached, could lead to termination and potential legal disputes.
* The presence of clauses related to termination, insolvency, and breach indicates potential areas of conflict.
* **The specific clauses or phrases that contributed to this risk level**:
* "Restrictions" clause (1.2), which outlines limitations on the use of the software, including copying, distributing, and modifying.
* "Intellectual Property" clause (4.1), stating that the software and related rights remain the sole property of the licensor.
* "Termination for Breach" clause (5.2), allowing either party to terminate the agreement if the other party breaches a material term.
* "Taxes" clause (3.2), making the licensee responsible for all applicable taxes, which could lead to disputes over tax obligations.
* "Late Payment" clause (3.3), imposing interest on overdue amounts, which could lead to additional financial liabilities.
* **The implications of this risk category (Regulatory Compliance)**:
* Ensuring compliance with relevant laws and regulations, such as tax laws, intellectual property laws, and data protection laws.
* Implementing measures to prevent unauthorized use, copying, or distribution of the software.
* Maintaining accurate records of software usage, payments, and tax obligations to demonstrate compliance.
* Establishing procedures for handling termination, insolvency, or breach notices to minimize potential disputes and liabilities.
* Regularly reviewing and updating the agreement to ensure ongoing compliance with evolving regulatory requirements.
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# # ble license to install and
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use the software on licensee ’ s
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internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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licensee shall not : ( a ) copy ,
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distribute , sublicense ,
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or sell the software ; ( b ) modify ,
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the software ; ( c ) reverse engineer ,
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except as permitted by law ; or ( d )
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any unlawful purpose .
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2 . delivery and support 2 .
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1 delivery .
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licensor shall deliver the software
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date .
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3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor .
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licensee acquires
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1 . 2 restrictions .
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2 . delivery and support 2 .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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upon termination ,
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# # ble license to install and
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use the software on licensee ’ s
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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2 . delivery and support 2 .
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licensor shall provide reasonable technical
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor .
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licensee acquires
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in accordance with the accompanying documentation ( " documentation " ) .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor .
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licensee acquires
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date .
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3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor .
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files for bankruptcy ,
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or ceases business operations .
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internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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or sell the software ; ( b ) modify ,
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adapt ,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble the software ,
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except as permitted by law ; or ( d )
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use the software for
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any unlawful purpose .
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licensor shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date .
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3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor .
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licensee acquires
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no ownership interest under this agreement .
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licensee retains ownership
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of all data input
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into the software
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( " licensee data " )
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licensor
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may use licensee
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data only as necessary to perform its obligations
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under this agreement .
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5 . term and termination 5 .
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continues until terminated ( the " term " )
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fails to cure such breach within thirty ( 30 )
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days of written notice .
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files for bankruptcy ,
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and certify such deletion to
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Original Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect
Predicted Risk Level:High
Predicted Risk Category: Limitation of Liability
Risk Explanation
Here are the analysis results in clear, concise bullet points:
**Reason for High Risk Classification:**
* The contract contains a broad limitation of liability clause, which can significantly limit the potential damages that can be claimed by one party against the other.
* The contract also contains a disclaimer of warranties, which can leave one party with limited recourse in case of software defects or non-performance.
**Specific Clauses or Phrases Contributing to High Risk:**
* Section 7.1: "Licensor's aggregate liability under this agreement shall not exceed the license fee paid by Licensee." (limits liability to the amount paid by the licensee)
* Section 7.2: "Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or data, even if advised of such possibility." (excludes liability for indirect damages)
* Section 6.2: "The software is provided 'as is.'" (disclaims all warranties, express or implied)
**Implications of High Risk Category (Limitation of Liability):**
* The licensor's liability is capped at the amount paid by the licensee, which may not be sufficient to cover potential damages.
* The exclusion of indirect damages, such as lost profits or data, can limit the licensee's ability to recover full compensation for losses incurred due to software defects or non-performance.
* The "as is" disclaimer can leave the licensee with limited recourse in case of software defects or non-performance, as the licensor is not obligated to provide a functional or merchantable product.
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# # censor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
and all related intellectual property rights remain the sole property of licensor .
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licensee acquires no ownership interest under this agreement . 4 . 2 licensee data .
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licensee retains ownership of all data input into the software ( " licensee data " ) .
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licensor may use licensee
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data only as necessary to perform its obligations
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under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and
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continues until terminated ( the " term " ) .
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5 .
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2 termination for breach .
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either party may terminate this agreement if the
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or ceases business operations .
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5 .
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4 post - termination .
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upon termination , licensee shall cease using the software ,
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delete all copies ,
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licensor within ten ( 10 ) days .
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Original Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous
Predicted Risk Level:High
Predicted Risk Category: Liability Disclaimer
Risk Explanation
* **Why this text was classified as High risk:**
* The contract contains multiple clauses that limit the licensor's liability, disclaim warranties, and exclude damages, which can significantly impact the licensee's rights and remedies.
* The presence of a broad disclaimer of warranties and limitations of liability increases the risk of the contract.
* **Specific clauses or phrases that contributed to this risk level:**
* "6.2 Disclaimer. Except as set forth in Section 6.1, the software is provided 'as is.'" (disclaims all warranties except for a limited performance warranty)
* "7.1 Cap. Licensor's aggregate liability under this agreement shall not exceed the license fee paid by Licensee." (limits licensor's liability to the amount paid by the licensee)
* "7.2 Exclusion. Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or data, even if advised of such possibility." (excludes liability for indirect, incidental, special, and consequential damages)
* **Implications of this risk category (Liability Disclaimer):**
* The licensee may be left with limited remedies in case the software fails to perform as expected or causes damages.
* The licensor's liability is capped, which may not be sufficient to cover the potential damages incurred by the licensee.
* The broad disclaimer of warranties and limitations of liability may make it difficult for the licensee to claim damages or seek remedies, even in cases where the licensor is at fault.
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ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty .
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licensor warrants that , for ninety ( 90 ) days from delivery ,
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licensor ’ s sole remedy
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warranty is to repair
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replace the software .
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except as set forth in section 6 .
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fitness for a particular purpose ,
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and non - infringement .
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7 . limitation of liability 7 .
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1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license
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fee paid by licensee .
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neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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8 . confidentiality 8 . 1 definition .
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" confidential information " means non - public
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information disclosed by one party to the other ,
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marked as confidential or reasonably understood to be confidential . 8 . 2 obligations .
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the receiving party shall protect confidential information with
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at least the same care as it uses for its own similar information ,
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and use it only to
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fulfill this agreement .
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licensee against claims that the software
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s intellectual property rights ,
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licensee ’ s misuse of the software or
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1 neither party shall be liable for delays or failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions , provided notice is given to the other party .
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ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty .
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7 . 2 exclusion .
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or consequential damages , including lost profits or data , even if advised of such possibility .
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marked as confidential or reasonably understood to be confidential . 8 . 2 obligations .
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at least the same care as it uses for its own similar information ,
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fulfill this agreement .
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to the disclosing party .
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1 licensor indemnity .
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licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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and allows licensor to control the defense .
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licensor
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breach of this agreement .
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1 neither party shall be liable for delays or failures due to causes beyond its reasonable control ,
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ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty .
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licensor warrants that , for ninety ( 90 ) days from delivery ,
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the software will materially conform to the documentation .
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and non - infringement .
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7 . limitation of liability 7 .
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under this agreement shall not exceed the license
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fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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marked as confidential or reasonably understood to be confidential . 8 . 2 obligations .
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the receiving party shall protect confidential information with
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at least the same care as it uses for its own similar information ,
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and use it only to
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fulfill this agreement .
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to the disclosing party .
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licensee against claims that the software
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licensor
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1 neither party shall be liable for delays or failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions , provided notice is given to the other party .
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or consequential damages , including lost profits or data , even if advised of such possibility .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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infringes a third party ’
-0.022 / 5
s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify
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licensor
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against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or failures due to causes beyond its reasonable control ,
-0.006 / 19
including natural disasters , war , or government actions , provided notice is given to the other party .
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11 . miscellaneous
inputs
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ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty .
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licensor warrants that , for ninety ( 90 ) days from delivery ,
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the software will materially conform to the documentation .
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licensor ’ s sole remedy
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for breach of this
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warranty is to repair
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or
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replace the software .
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6 . 2 disclaimer .
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except as set forth in section 6 .
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1 ,
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the software is provided " as is .
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" licensor
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disclaims
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all other warranties ,
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express or implied ,
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including merchantability ,
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fitness for a particular purpose ,
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and non - infringement .
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7 . limitation of liability 7 .
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1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license
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fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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8 . confidentiality 8 . 1 definition .
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" confidential information " means non - public
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information disclosed by one party to the other ,
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marked as confidential or reasonably understood to be confidential . 8 . 2 obligations .
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the receiving party shall protect confidential information with
-0.0 / 14
at least the same care as it uses for its own similar information ,
-0.0 / 5
and use it only to
-0.0 / 4
fulfill this agreement .
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this obligation lasts for five ( 5 )
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years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes
-0.001 / 6
information that : ( a )
-0.001 / 9
is publicly known without breach ; ( b )
-0.001 / 9
was known to the recipient prior to disclosure ;
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or ( c ) is required to be
-0.0 / 4
disclosed by law ,
-0.0 / 4
provided notice is given
-0.0 / 7
to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
-0.004 / 8
infringes a third party ’
-0.022 / 5
s intellectual property rights ,
0.019 / 9
provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify
-0.0 / 3
licensor
0.0 / 4
against claims arising from
-0.006 / 10
licensee ’ s misuse of the software or
-0.02 / 5
breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or failures due to causes beyond its reasonable control ,
-0.006 / 19
including natural disasters , war , or government actions , provided notice is given to the other party .
-0.003 / 4
11 . miscellaneous
Chunk 5
Original Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _
Predicted Risk Level:Low
Predicted Risk Category: Legal
Risk Explanation
* **Why classified as Low risk:**
* The contract text chunk contains standard clauses and phrases that are commonly used in software licensing agreements.
* The language is clear and concise, and the terms and conditions are well-defined.
* The contract includes provisions for confidentiality, indemnification, and dispute resolution, which suggests that the parties have taken steps to mitigate potential risks.
* **Specific clauses or phrases that contributed to this risk level:**
* The confidentiality provision (Section 8) is well-defined and includes exceptions for publicly known information, prior knowledge, and legally required disclosures.
* The indemnification clauses (Sections 9.1 and 9.2) provide mutual protection for both parties in case of intellectual property infringement or breach of the agreement.
* The force majeure clause (Section 10.1) limits liability for unforeseen events beyond the parties' control.
* The dispute resolution clause (Section 11.2) provides a clear and efficient mechanism for resolving disputes through arbitration.
* **Implications of this risk category (Legal):**
* The Low risk classification suggests that the contract is well-structured and includes standard provisions to protect both parties' interests.
* The contract's terms and conditions are likely to be enforceable in a court of law, and the parties have taken steps to mitigate potential risks and disputes.
* The contract's governing law and dispute resolution provisions suggest that the parties have agreed to a clear and efficient process for resolving disputes, which reduces the risk of protracted and costly litigation.
SHAP Text Plot
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confidential information with
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at least the same
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care as it uses
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for its own similar information ,
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and
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use it only to
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fulfill this agreement .
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this obligation lasts for five ( 5 )
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years post - termination ,
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except for trade secrets ,
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which remain protected indefinitely .
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8 .
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3 exceptions .
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confidential information excludes
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information that : ( a )
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is publicly known without breach ; ( b )
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was known to the
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recipient prior to disclosure ;
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provided notice is given
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to the disclosing party .
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indemnification
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indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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infringes a third party ’
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provided licensee notifies licensor promptly
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and allows licensor
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to control the defense .
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9 .
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2 licensee indemnity .
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licensee shall indemnify
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licensor
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against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 .
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force majeure 10 .
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1 neither party shall
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be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war ,
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or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 .
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1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final . 11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
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8 .
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licensor
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indemnity .
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licensor shall defend and indemnify
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infringes a third party ’
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9 .
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2 licensee indemnity .
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force majeure 10 .
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1 neither party shall
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11 . miscellaneous 11 .
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1 governing law .
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this agreement is governed by the laws of the state of texas ,
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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this agreement is the complete understanding between the parties
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
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for its own similar information ,
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this obligation lasts for five ( 5 )
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8 .
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indemnity .
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licensor shall defend and indemnify
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10 .
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force majeure 10 .
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1 neither party shall
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failures due to causes beyond its reasonable control ,
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11 . miscellaneous 11 .
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1 governing law .
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this agreement is governed by the laws of the state of texas ,
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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this agreement is the complete understanding between the parties
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
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this obligation lasts for five ( 5 )
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licensor shall defend and indemnify
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licensor
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force majeure 10 .
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1 neither party shall
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failures due to causes beyond its reasonable control ,
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11 . miscellaneous 11 .
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1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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this agreement is the complete understanding between the parties
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with
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at least the same
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care as it uses
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for its own similar information ,
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use it only to
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fulfill this agreement .
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this obligation lasts for five ( 5 )
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years post - termination ,
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which remain protected indefinitely .
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8 .
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3 exceptions .
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was known to the
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1 neither party shall
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failures due to causes beyond its reasonable control ,
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including natural disasters , war ,
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or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 .
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1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final . 11 . 3 entire agreement .
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with
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at least the same
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care as it uses
-0.006 / 6
for its own similar information ,
-0.003
and
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use it only to
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fulfill this agreement .
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this obligation lasts for five ( 5 )
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years post - termination ,
-0.002 / 5
except for trade secrets ,
-0.002 / 5
which remain protected indefinitely .
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8 .
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3 exceptions .
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confidential information excludes
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information that : ( a )
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is publicly known without breach ; ( b )
-0.006 / 4
was known to the
-0.008 / 5
recipient prior to disclosure ;
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or ( c )
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is required to be
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disclosed by law ,
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provided notice is given
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to the disclosing party .
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9 .
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indemnification
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9 .
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1
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licensor
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indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor
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to control the defense .
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9 .
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2 licensee indemnity .
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licensee shall indemnify
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licensor
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against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 .
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force majeure 10 .
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1 neither party shall
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be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war ,
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or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 .
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1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final . 11 . 3 entire agreement .
-0.018 / 9
this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
-0.003 / 18
11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
Chunk 6
Original Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Predicted Risk Level:Low
Predicted Risk Category: Contractual
Risk Explanation
* **Why this text was classified as Low risk**:
* The contract text chunk is well-structured and includes standard clauses.
* It specifies the governing law, dispute resolution process, and amendment procedures, reducing ambiguity.
* The inclusion of a severability clause helps to maintain the contract's validity even if one provision is deemed unenforceable.
* **The specific clauses or phrases that contributed to this risk level**:
* "Governing law" clause (11.1) provides clarity on the applicable laws.
* "Dispute resolution" clause (11.2) establishes a clear process for resolving disputes.
* "Entire agreement" clause (11.3) helps prevent misunderstandings by superseding prior agreements.
* "Severability" clause (11.7) ensures the contract remains effective even if one provision is unenforceable.
* **The implications of this risk category (Contractual)**:
* Low risk implies that the contract is likely to be enforceable and less prone to disputes.
* The contract's clarity and specificity reduce the likelihood of misunderstandings or litigation.
* The severability clause helps to maintain the contract's validity, even if one provision is deemed unenforceable, minimizing potential risks.
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11 .
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1 governing law
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this agreement is governed by the laws of
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the state of texas ,
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excluding its conflict of
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laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved
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by arbitration in austin ,
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texas ,
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under the american arbitration
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association ’ s rules
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with the arbitrator
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’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the
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complete understanding between the parties
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and supersedes all prior agreements
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or discussions .
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11 . 4 amendment .
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this agreement may only be amended in writing
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signed by both parties .
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11 . 5 assignment .
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licensee may not
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assign this agreement without licensor
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consent ; licensor
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may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing
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and sent to the addresses above via certified mail or
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email with confirmation .
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11 .
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7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof
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,
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the parties have executed this agreement as of
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the effective date .
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stratumsoft
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_ name : elena r .
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carter title : president
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brightpath enterprises by
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operating officer
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11 .
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1 governing law
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this agreement is governed by the laws of
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the state of texas ,
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excluding its conflict of
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laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved
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by arbitration in austin ,
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texas ,
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under the american arbitration
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association ’ s rules
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with the arbitrator
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’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the
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complete understanding between the parties
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and supersedes all prior agreements
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or discussions .
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11 . 4 amendment .
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this agreement may only be amended in writing
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signed by both parties .
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11 . 5 assignment .
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licensee may not
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assign this agreement without licensor
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consent ; licensor
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may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing
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and sent to the addresses above via certified mail or
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email with confirmation .
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11 .
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7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof
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the parties have executed this agreement as of
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the effective date .
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name : james p
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operating officer
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11 .
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1 governing law
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this agreement is governed by the laws of
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the state of texas ,
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excluding its conflict of
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laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved
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by arbitration in austin ,
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texas ,
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under the
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american arbitration
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association ’ s rules
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with the arbitrator
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’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the
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complete understanding between the parties
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and supersedes all prior agreements
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or discussions .
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11 . 4 amendment .
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this agreement may only be amended in writing
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signed by both parties .
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11 .
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5 assignment .
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licensee may not
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assign this agreement without
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licensor
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’ s prior written
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consent ; licensor
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may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing
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and sent to the addresses above via certified mail or
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email with confirmation .
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11 .
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7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof
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the parties have executed this agreement as of
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the effective date .
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brightpath enterprises by
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sullivan title
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operating officer
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11 .
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1 governing law
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this agreement is governed by the laws of
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the state of texas ,
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excluding its conflict of
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laws rules .
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2 dispute resolution .
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disputes shall be resolved
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by arbitration in austin ,
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texas ,
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under the
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american arbitration
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association ’ s rules
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with the arbitrator
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’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the
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complete understanding between the parties
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and supersedes all prior agreements
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or discussions .
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11 . 4 amendment .
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this agreement may only be amended in writing
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signed by both parties .
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11 .
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5 assignment .
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licensee may not
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assign this agreement without
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licensor
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’ s prior written
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consent ; licensor
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may assign to a successor entity .
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notices must be in writing
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and sent to the addresses above via certified mail or
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email with confirmation .
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11 .
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7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof
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the parties have executed this agreement as of
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the effective date .
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and supersedes all prior agreements
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consent ; licensor
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notices must be in writing
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and sent to the addresses above via certified mail or
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email with confirmation .
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7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof
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if any provision is unenforceable , the remaining provisions remain in effect .
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Chunk 7
Original Text: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Predicted Risk Level:Low
Predicted Risk Category: Compliance
Risk Explanation
* **Why this text was classified as Low risk**:
* The text appears to be a signature block or a placeholder for a signature, containing the name and title of an individual, James P. Sullivan, who holds the position of Chief Operating Officer.
* It does not contain any legally binding clauses, obligations, or sensitive information that could pose a risk.
* The text seems to be introductory or identifying in nature, rather than substantive or contractual.
* **The specific clauses or phrases that contributed to this risk level**:
* The phrase "name : james p . sullivan" and "title : chief operating officer" are merely identifying information and do not impose any obligations or liabilities.
* The lack of any contractual language, such as "agrees to" or "shall," contributes to the low risk assessment.
* The absence of any specificity regarding terms, conditions, or responsibilities further supports the low risk categorization.
* **The implications of this risk category (Compliance)**:
* **Low risk** in terms of compliance suggests that the text does not introduce any new or significant regulatory obligations.
* It implies that the presence of this text within a larger document or contract does not increase the likelihood of non-compliance with relevant laws, regulations, or standards.
* As a result, no specific compliance actions or mitigations are required in response to this text, allowing the focus to remain on other, potentially riskier aspects of the contract or agreement.
SHAP Text Plot
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Full Document Text
Original Text
software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Modified Text
Software License Agreement
This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties."
Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Grant of License
1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation").
1.2 Restrictions. Licensee shall not:
(a) copy or distribute the Software without prior written consent from Licensor;
(b) modify, adapt, or create derivative works from the Software, except as mutually agreed upon by the Parties in writing;
(c) reverse engineer, decompile, or disassemble the Software, except as permitted by law or with prior written consent from Licensor;
or (d) use the Software for any unlawful purpose.
2. Delivery and Support
2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date.
2.2 Support. Licensor shall provide reasonable technical support for the Software during the term, as detailed in a separate support schedule, if applicable.
3. Fees and Payment
3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date.
3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income. ## License to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation").
1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the software, except as permitted by law or with prior written consent of Licensor; (b) modify, adapt, or create derivative works from the software, except as permitted by law or with prior written consent of Licensor; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose.
2. Delivery and Support
2.1 Delivery. Licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date.
2.2 Support. Licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable.
3. Fees and Payment
3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date.
3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor’s income.
3.3 Late Payment. Overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less.
4. Intellectual Property
4.1 Ownership. The software, documentation, and all related intellectual property rights remain the sole property of Licensor. Licensee acquires no ownership interest under this agreement.
4.2 Licensee Data. Licensee retains ownership of all data input into the software ("Licensee Data"). Licensor may use Licensee Data only as necessary to perform its obligations under this agreement and in compliance with applicable laws and regulations.
5. Term and Termination
5.1 Term. This agreement begins on the effective date and continues until terminated (the "Term").
5.2 Termination for Breach. Either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice.
5.3 Termination for Insolvency. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations.
5.4 Post-Termination. Upon termination, Licensee shall cease using the software, delete all copies, and certify such deletion to Licensor within thirty (30) days, provided that Licensee may retain a copy of the software solely for archival purposes, subject to the terms and conditions of this agreement. ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000. 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided with a reasonable level of care and skill . licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee , except in cases of gross negligence or willful misconduct . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , to the extent such damages are not reasonably foreseeable , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer